AtlasClear SEC Filings

AtlasClear Holdings (ATCH) reported Q3 results and post‑quarter financings. Revenue rose to $4,250,590 from $2,804,082 a year ago, driven mainly by higher commissions and other revenue. Expenses were $5,127,828, resulting in a loss from operations of $877,238 and a net loss of $440,294. Operating cash flow was negative $2,500,236; financing cash inflows were $5,140,445.

Balance sheet items showed cash and restricted cash of $32,184,428 and total assets of $73,634,759. Total liabilities were $66,778,576. The stockholders’ balance improved to $6,856,183 from $(6,797,448) at June 30, reflecting significant note-to-equity conversions. Shares outstanding increased to 126,819,145 at September 30 (from 40,165,603 at June 30), including 63,944,332 issued upon conversion of a secured convertible note at $0.15 per share.

After quarter-end, the company completed approximately $15.75 million of gross financings, including an amended secured convertible note and $10 million of equity units at $0.60 per unit with $0.75 warrants. Management concluded these transactions alleviated prior substantial doubt about going concern. Wilson‑Davis reported net capital of $12,281,941, exceeding minimums by $12,031,941.

AtlasClear Holdings, Inc. filed a Form S-1 registering the resale of up to 48,597,042 shares of Common Stock by selling stockholders, from time to time after effectiveness. The company stated it will not receive any proceeds from these sales; selling stockholders will receive any sale proceeds.

As of November 6, 2025, 144,580,170 shares of Common Stock were outstanding. The registered resale amount represents approximately 33.6% of outstanding shares, which the company notes could increase trading supply and pressure the market price. AtlasClear’s Common Stock trades on NYSE American under “ATCH”; on November 5, 2025, the last sale price was $0.33 per share.

The prospectus allows selling stockholders to sell through various methods described under “Plan of Distribution.” AtlasClear will bear registration costs, while selling stockholders will bear their own commissions and discounts.

AtlasClear Holdings (ATCH) furnished an 8-K under Item 2.02 announcing that its wholly owned subsidiary, Wilson-Davis & Co., Inc., released certain financial results for the three months ended September 30, 2025.

The company attached a press release as Exhibit 99.1. The information was furnished, not filed, under the Exchange Act, meaning it is not subject to Section 18 liability or automatically incorporated by reference.

AtlasClear Holdings, Inc. received a Schedule 13G from Funicular Funds, LP, Cable Car Capital, LP, and Jacob Ma‑Weaver disclosing beneficial ownership of 12,669,232 shares of common stock, representing 9.9% of the class as of the event date 10/10/2025.

The reported stake includes 4,083,333 shares plus a convertible promissory note and warrants exercisable for common stock within 60 days, each subject to a 9.99% beneficial ownership limitation. The percentage is based on 126,819,145 shares outstanding as reported by the company on Form 10‑K filed on September 29, 2025. The filers certified the securities were not acquired to change or influence control.

AtlasClear Holdings (ATCH) completed new financing, entering an amended and restated securities purchase agreement and issuing a secured convertible promissory note for a $10,000,000 purchase price. The amended note has $10,097,782 principal (including prior outstanding principal), bears 11% interest payable semi-annually, matures on October 8, 2030, and is convertible at an initial $0.75 per share, subject to anti-dilution and customary adjustments.

The note is secured by substantially all assets of the company and its subsidiaries and includes covenants limiting additional debt, liens, and asset sales. If conversions would exceed 19.9% of outstanding common stock, the company will seek stockholder approval under NYSE American rules.

In a concurrent private placement, the company sold units priced at $0.60 each, consisting of one share and a five-year warrant initially exercisable at $0.75 per share, with a 9.9% beneficial ownership blocker and cash or cashless exercise features. An affiliate of a director purchased $500,000 of units. Registration rights were granted to file for the resale of shares issuable from the note and warrants. Dawson James Securities acted as placement agent with tiered fee percentages.

AtlasClear Holdings, Inc. (ATCH) Schedule 13G/A shows Funicular Funds, LP; Cable Car Capital, LP; and Jacob Ma-Weaver each report beneficial ownership of 682,477 shares, representing 0.54% of the outstanding common stock. The reported interest arises from the remaining principal balance of approximately $97,782 on a secured convertible promissory note and related warrants exercisable within 60 days. All three reporting persons indicate sole voting and dispositive power over the shares and certify the holdings are not for the purpose of changing control of the issuer.

AtlasClear Holdings amended its annual report detailing the post-acquisition capital structure, debt instruments, stock-based settlements and material contingent liabilities. The company completed a 1-for-60 reverse stock split leaving 40,165,603 shares issued and outstanding at June 30, 2025 (207,585 at June 30, 2024 pre-split adjusted), and recognized earnout liabilities for acquisition-related consideration with a fair value of $11,369,000 at June 30, 2025 (down from $12,298,000). Multiple convertible and promissory notes remain outstanding including a Funicular secured note (original principal disclosed as $6,000,000 with PIK interest adjustments to $9,357,195 as of Dec 31, 2024) and a Chardan Note aggregate principal of $5,209,764. The company reported derivative liabilities related to convertible instruments and a contingent FINRA-related liability estimated at $100,000. Various issuances of shares were used to settle fees, interest, and service agreements.

AtlasClear Holdings, Inc. 10-K discloses substantial execution and financial risks tied to its planned CB Merger, integration of Wilson-Davis, and multiple financing arrangements. The company completed a reverse stock split that reduced issued and outstanding shares from 12,455,157 to 207,585 with proportional EPS adjustments and no change to total equity. Several promissory and convertible notes exist: Interest Solutions Note ($275,000 principal, 13% interest), JonesTrading Note ($375,000 principal, 13% interest, amended conversion price floor to $0.75 with 585,229 shares issued in settlement), Toppan Note ($160,025 principal, 13% interest), and a Winston & Strawn subscription agreement potentially settling up to $2,500,000 in stock and recorded as a derivative liability of $2,489,945. The filing also notes a pending Chardan litigation alleging breach of a registration rights agreement and extensive operational, regulatory, cybersecurity, concentration, and dilution risks tied to share issuances and convertible instruments.